Announcement on
Convening KRAKCHEMIA S.A. Ordinary General Meeting
 
 
I.
KRAKCHEMIA Joint Stock Company Board with a seat in Kraków, ul. Pułkownika Dąbka 10, entered to the Commercial Register by the Kraków Śródmieście Regional Court in Kraków, XI Economic Department of the National Court Register (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie, XI Wydział Gospodarczy Krajowego Rejestru Sądowego) under NCR number (numer KRS) 0000217348 (referred to thereafter as “Company”) on the basis of art. 399 § 1 w zw. z art. 4021 § 1 of the Commercial Company Code, convenes herewith an Ordinary General Meeting on the day May 17, 2010 at 12:00 o`clock, which is going to take place in Kraków, Floriańska Street 3.
 
 
II.
The Company Board proposes the following agenda :
 
1.      Opening the General Meeting;
2.      Choice of the Chairman of the General Meeting.
3.     Stating the validity of summoning the General Meeting as well as its capability to vote resolutions.;
4.      Passing the resolution of annulling the secret ballot in the matters concerning the choice of the Returning Officers Panel members.
5.      Choice of the Returning Officers Panel composition.
6.      Presenting and accepting the agenda.
7.      Presenting the Company Board report on the Company activity and the financial report of the Company for the financial year 20009.
8.      Presenting the Supervisory Board report on the review of the Company financial report, the Company Board report on the Company activity for the year 2009 and the Company Board motion concerning the use of profit for the financial year 2009, and also presenting the Company situation assessment, taking into consideration of the inner control system of the considerable risk management as well as the Supervisory Board activity assessment.
9.      Passing resolutions concerning :
9.1.   Approval of the Board report on the Company activity and the financial report for the financial year 2009;
9.2.   Approval of the Supervisory Board report on the review of the Company financial report, the Board`s report on the Company activity for the financial year 2009 and the Board motion concerning the use of profit for the financial year 2009;
9.3.   Passing the vote of approval on the fulfilment of duties by the members of the Company Board in the financial year 2009;
9.4.   Passing the vote of approval on the fulfilment of duties by the members of the Supervisory Board in the financial year 2009;
9.5.   Use of profit for the financial year 2009;
9.6.   Determination of the number of the Supervisory Board members for the new term;
9.7.   Appointing the members of the Supervisory Board for the new term;
9.8.   Determination of salaries for the Supervisory Board members;
9.9.   Changes in the General Shareholders Meeting Regulations.
10.   Closing the assembly.
 
III.
In reference to Art. 4022 of CCC, the Board publishes information concerning the participation in the General Shareholders Meeting :
 
  1. The shareholders possessing at least 1/20 of the initial capital are entitled to demand the placement of particular matters in the General Shareholders Meeting agenda. The demand should be announced to KRAKCHEMIA S.A. Board no later than on April 26, 2010. The demand should contain justification and the draft of a proposed resolution concerning the agenda item proposed. A written form is required – the demand should be submitted at the Company seat (Kraków, ul. Płk. Dąbka 10), or in the electronic form and transferred only to the electronic mail address: wza@krakchemia.pl
 
The shareholder should indicate that he/she is in the possession of the required number of shares as on the date of the demand presentation i.e. he/she should enclose the certificate of shares or the certificate granting the right of participation in the General Meeting together with the demand. In case of legal persons and organisational entities without the legal person status, one needs additionally present the right of acting as a proxy on behalf of this entity through enclosing an up-to-date copy of the appropriate registry for the entity.
In case of shareholders presenting a demand by means of electronic media of communication, the documents should be transferred in the PDF format.
 
The demand transferred by the shareholders using the electronic communication means in a manner different than through the aforementioned email address, or without meeting the aforementioned requirements, does not have any legal effects with regard to the Company and as such is not considered.
 
  1. The shareholders possessing at least 1/20 of the initial capital may present the resolutions drafts concerning the matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The demand is to be presented in the written form at the Company seat (Kraków, ul. Płk. Dąbka 10) or using the electronic communication means (in the manner and at the e-mail address presented in point 1 above).
 
The drafts of resolutions transferred by the shareholders using the electronic communication means in the manners other than through the email address mentioned above or without meeting the conditions described above, do not have any legal effects with regard to the Company.
 
 
  1. Each of the shareholders entitled to participate in the General Meeting can introduce drafts of resolutions concerning the matters placed in the agenda during the General Meeting.
 
  1. A shareholder may participate in the General Meeting and execute his right of vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy was placed on the internet page www.krakchemia.pl/795/GM/en/
 
 
The proxy is not obliged to vote by means of the aforementioned form.
 
At the same time, the Company Board informs that in case where the shareholder appoints a proxy together with an instruction concerning the vote, the Company will not verify if the proxies execute the right in accordance with the instruction, which was granted by the shareholder.
 
 
The right of representation in the voting through the proxy should be granted in a written form or in an electronic one. Granting the right of proxy in the electronic manner does not require an authorized digital signature verified by a valid signer`s private key.
 
The shareholder is obliged to transfer to the Company a note informing of granting the right of proxy in the electronic form at the electronic mail address wza@krakchemia.pl, not later than by May 17, 2010, 8 o`clock Warsaw Mean Time.
 
In case of transfer of the note on granting the right of proxy in the electronic manner, the shareholder or the person authorized to take part in the General Meeting, sends, at the afore-mentioned electronic address the following :
 
1)      Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2)      The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3)      Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
4)      Electronic mail address for communication with the shareholder or his/her proxy.
 
The aforementioned stipulations are applied accordingly, to the notification on withdrawal of the right of proxy in an electronic form.
 
The notifications transferred by the shareholders in the form other than through the aforementioned electronic mail or without meeting the requirements outlined above, will not cause legal effects with regard to the Company.
 
The shareholders will be allowed to participate in the General Meeting upon the identity card presentation, and the proxies upon the identity card presentation accompanied by the valid right of proxy granted in the written manner or through an electronic manner (the proxy should present the printout of the right of proxy).
 
The proxies of legal persons or the organisational units without legal personality are additionally obliged to present an up-to-date copies from respective registers, naming the people authorized to represent the entities.
 
 
 
  1. The Company Articles do not stipulate possibility of General Meeting attendance via the use of electronic communication means.
 
  1. The Company Articles do not stipulate possibility of voicing opinions at the General Meeting via the use of electronic communication means
 
  1. The Company Articles do not stipulate possibility of right of vote execution via correspondence nor via the use of electronic communication means during the General Meeting.
 
  1. The date for registration of General Meeting participation is May 1, 2010.
 
  1. The right of participation in KRAKCHEMIA S.A. General Meeting belongs to the people who:
 
a)      As on 16 days before the General Meeting (i.e. May 1, 2010) are the Company shareholders
b)      In the period from April 22 and May 4, 2010, submit to the entity carrying the security account, where the Company shares are inscribed, a demand of issuing a name-bearing certificate on the right of vote in the General Meeting.
 
KRAKCHEMIA S.A. determines a list of shareholders authorized to participate in the General Meeting on the basis of a list received from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych).
 
On the days of May 12 through 14, 2010, in the hours from 9 a.m to 4 p.m, at the seat of KRAKCHEMIA S.A (Kraków, ul. Płk. Dąbka 10), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. A shareholder is entitled to demand the list to be transferred to his electronic email address upon request.
 
5. People authorized to participate in the General Meeting may obtain the complete documentation text which is to be presented at the General Meeting and the drafts of resolutions at KRAKCHEMIA S.A. seat (Kraków, ul. Płk. Dąbka 10) or at the Company website : www.krakchemia.pl/795/GM/en/
 
6. KRAKCHEMIA S.A. will make available all necessary information concerning the General Meeting at the Company website at www.krakchemia.pl/795/GM/en/
 
 
 
IV. KRAKCHEMIA S.A. Board publishes the texts of resolution drafts to be presented at the General Meeting.
 
Resolution No 1 of KRAKCHEMIA S.A General Shareholders Meeting
 
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr./Ms ______ as the Chairman of the Meeting”
 
 
Resolution No 2 of KRAKCHEMIA S.A General Shareholders Meeting
 
“KRAKCHEMIA S.A General Shareholders Meeting resolves, acting on the basis of art.420 § 3 of CCC, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
 
Resolution No 3 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting appoints the Returning Officers Panel in the following composition ________________”:
 
 
Resolution No 4 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting adopts the agenda presented.”
 
 
Resolution No 5 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting approves the Board report on the Company activity in the financial year 2009 and the financial report for the financial year 2009, which is composed of:
 
1.      the balance compiled for the 31st of December, 2009 which on the asset and the liabilities with own equity side amounts to 105 893 696,01 PLN.
2.      Profit and Loss Account for the accounting year from 1st of January until 31st December 2009, presenting a net profit of 2 170 083,11 PLN
3.      the financial flow account for the accounting year from 1st January until 31st December 2009, presenting an increase of cash by 7 256 534,04 PLN.
4.      Own equity changes for the financial year from 1st January until 31st December 2009 presenting an increase in own capital by the amount of 2 170 083,11PLN.
5.      additional information upon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2009”
 
Resolution No 6 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting approves the Supervisory Board report on the review of the Company financial report, the Board report on the Company activity for the accounting year 2009 and the Company Board motion concerning the use of profit for the financial year 2009.”
 
 
Resolution No 7 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Andrzej Zdebski a vote of approval on the fulfilment of duties as the Chairman of the Company Board in the financial year 2009.”
 
 
Resolution No 8 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Bogdan Wrześniak a vote of approval on the fulfilment of duties as Deputy Chairman of the Company Board in the financial year 2009.”
 
Resolution No 9 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Włodzimierz Oprzędek a vote of approval on the fulfilment of duties as the Deputy Chairman of the Company Board in the financial year 2009.”
 
 
Resolution No 10 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Jerzy Mazgaj a vote of approval on the fulfilment of duties as the Chairman of the Supervisory Board in the financial year 2009.”
 
 
Resolution No 11 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Pilch a vote of approval on the fulfilment of duties as the Deputy Chairman of the Supervisory Board in the financial year 2009.”
 
 
Resolution No 12 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Mariusz Wojdon a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
 
 
Resolution No 13 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Konrad Hernik a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
 
Resolution No 14 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Hajdarowicz a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2009 to March 2, 2009.”
 
 
Resolution No 15 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Ms Ilona Mailk a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from March 3, 2009 to December 31, 2009.”
 
 
Resolution No 16 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting destines the entire net profit for the accounting year 2009 amounting to ______PLN for the supplementary capital of the Company”
 
 
Resolution No 17 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting determines that the number of the Supervisory Board members in the new term of office will amount to ___ people”
 
 
Resolution No 18 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr./Ms ______ as a member of the Supervisory Board”
 
 
Resolution No 19 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting determines a monthly salary for the members of the Company Supervisory Board in the amount of ______”
 
 
Resolution No 20 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of § 5 item 3.4 of the Company Articles, votes the following changes in the General Meeting Regulations :
 
 
a)      the point 5.2 of the General Meeting Regulation takes the following wording :
 
 
 
 
 
 
5.2.1. The right of representation in the voting through the proxy may also be granted in in an electronic manner. In such a case, the shareholder or the person entitled to participate in the General Meeting transfers the following at the Company electronic mail address, which is indicated at the Company website:
 
1)      Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2)      The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3)      Scan of the identity card or passport (containing the date enabling the identification of the bearer) of the proxy, who is a natural person
4)      Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
5)      Electronic mail address for communication with the shareholder or his/her proxy.
 
5.2.2. The notification on granting the right of proxy should be transferred at the indicated electronic mail address a day before the General Meeting at the latest, unless some other date is stated in the announcement of the General Meeting. Moreover, the proxy should present upon registration at the General Meeting the printout of the right of proxy and identity card.
 
5.2.3. The aforementioned stipulations are accordingly applied to the notification on the right of proxy cancellation in the electronic manner.
 
5.2.4 The notifications transferred by the shareholders in a manner other than through the electronic mail address indicated on the Company website or by not meeting the requirements of 5.2.1 – 5.2.2. shall not cause legal effect with regard to the Company.
       
                            
b)      After the point 5.3, points 5.4 – 5.7 are added. They have the following wording :
 
“5.4. Motions, demands, resolution drafts, enquiries and notifications submitted by the shareholders in the electronic manner may be transferred only through the electronic mail at the address indicated on the Company website.
 
5.5. The person who uses the right of electronic communication with the Company has an obligation to indicate that he/she is a shareholder – or – that he/she is entitled to participate in the General Meeting through sending the following documents in PDF form together with the motion, enquiry, resolution draft or notification, transferred at the electronic mail address :
 
 
1)      The certificate of share or the notification on the right of participation in the General Meeting of the Company, as well as :
2)      In case of a natural person – a scan of identity card or passport (containing the date enabling identification of the bearer),
3)      In case of a legal person or organisational unit not possessing the legal personality – scan of the copy from the register pertaining to the person/unit
 
 
5.6 The Notifications transferred in other manner than through the electronic mail address, which is mentioned in 5.4 above or without meeting the stipulations of 5.4-5.5. do not cause legal effect with regard to the Company.
 
5.7. If a given person is not mentioned on the list obtained by the Company from the entity carrying out the securities account indicated in Art. 4063 §6 CCC, but shall present a certificate of the right to participate in the Company General Meeting issued by the entity carrying out the securities account for the person, which does not invoke any doubt, the person may be accepted to participate in the General Meeting”
 
Justification for the Resolution No.20
 
The necessity for the introduction of change in the General Meeting Regulations is a consequence of Commercial Company Code amendment concerning the public company general meetings, which came into force on August 3, 2009. The changes to General Meeting Regulations aim at determining particular conditions of electronic communication with the Company, including determination of the manner of electronic communication with the Company, which is to be executed through a specific electronic mail address, indicated on the Company website. The changes proposed will also enable to specify the documents, which should be enclosed to the notification on the right of proxy concerning the participation in the general shareholders meeting transferred through electronic medium. The proposed stipulation of the updated point 5.7 of the Regulation aims at enabling the participation in the General Meeting of people who –despite utmost care – are not mentioned on the list compiled by the entity carrying out the securities deposit.
KRAKCHEMIA S.A. Board